Current Report Filing (8-k)
28 Abril 2022 - 5:19PM
Edgar (US Regulatory)
0000718877
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0000718877
2022-04-28
2022-04-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 28, 2022
Activision Blizzard, Inc.
(Exact name of Registrant as specified
in its charter)
Delaware |
|
001-15839 |
|
95-4803544 |
(State of
Incorporation) |
|
(Commission
File No.) |
|
(IRS
Employer
Identification No.) |
2701
Olympic Boulevard, Building B Santa
Monica, CA 90404 |
(Address
of principal executive offices) |
Registrant’s telephone number: (310) 255-2000
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class | |
Trading
Symbol | |
Name of
Each Exchange
on Which Registered |
Common Stock, $0.000001 par value | |
ATVI | |
The Nasdaq Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
|
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging
Growth Company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On April 28,
2022, Activision Blizzard, Inc., a Delaware corporation (the “Company”),
held a special meeting of stockholders (the “Special Meeting”) to vote on
the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 21,
2022.
Each of the proposals upon which the Company’s stockholders voted
at the Special Meeting, and the final, certified results reported by the Company’s independent inspector of elections, American
Election Services, LLC, are set forth below.
| 1. | Adoption of the Agreement and Plan of Merger (as it may be amended from time to time), dated as of January 18, 2022, by and among
the Company, Microsoft Corporation and Anchorage Merger Sub Inc., a wholly owned subsidiary of Microsoft Corporation (the “Merger
Agreement”) (the “Merger Proposal”). |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 539,332,512 | | |
| 8,847,849 | | |
| 786,522 | | |
| 0 | |
The Merger Proposal was approved by the Company’s stockholders
at the Special Meeting.
| 2. | Approval, by means of a non-binding, advisory vote, of compensation that will or may become payable to the named executive officers
of the Company in connection with the merger (the “Merger-Related Compensation Proposal”). |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 357,220,104 | | |
| 189,741,964 | | |
| 2,004,815 | | |
| 0 | |
The Merger-Related Compensation Proposal was approved by
the Company’s stockholders at the Special Meeting.
| 3. | Adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to allow time to solicit additional proxies
if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment
Proposal”). |
Because the Company’s stockholders approved the Merger
Proposal, the Adjournment Proposal was rendered moot and not presented.
The information set forth in Item 5.07 is incorporated by reference
herein. On April 28, 2022, the Company issued a press release announcing the results of the Special Meeting held today. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: April 28, 2022
|
Activision Blizzard, Inc. |
|
|
|
By: |
/s/
Frances Townsend |
|
|
Name: |
Frances Townsend |
|
|
Title: |
Executive Vice President for Corporate Affairs, Corporate Secretary,
and Chief Compliance Officer |
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